As filed with the Securities and Exchange Commission on December 15, 1995,
Registration No. 33-_______.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Steve M. York
17304 Preston Road, E-100
17304 Preston Road, E-100 Dallas, Texas 75252
Dallas, Texas 75252 (214) 733-6600
(Address, including zip code, (Name, address, including zip code,
of principal executive offices) and telephone number,including
area code, of agent for service)
AMTECH CORPORATION 1995 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
CALCULATION OF REGISTRATION FEE
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE (2)
(1) 500,000 Shares issuable upon exercise of options or pursuant to the grant
of restricted stock, performance shares, stock unit awards, or other stock-
based compensation under the Amtech Corporation 1995 Long-Term Incentive
Plan (the "Plan"), as of December 13, 1995, and any additional shares of
Common Stock that may be issuable pursuant to the antidilution provisions
of the Plan are being registered.
(2) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 based, (a) in the case of 124,500 shares
registered with respect to shares that remain available for award under
the 1995 Plan (or are reserved for issuance in connection with the
exercise of Retention Incentive Options) on the date of filing this
Registration Statement, upon the average of the high and low prices of the
Common Stock as quoted by the NASDAQ National Market System on December 13,
1995, which was $5.1875; and (b) in the case of 375,500 shares registered
with respect to options outstanding under the 1995 Plan with an aggregate
exercise price of $1,962,875, upon the price at which the options may be
exercised, which averages $5.23 per share.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
(a) The Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which contains audited financial statements of the Registrant for the
Registrant's latest fiscal year end.
(b) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act, since the end of the fiscal year covered by the annual
report referred to in (a) above.
(c) A description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Commission on
September 25, 1989, including any amendment or reports filed for the purpose of
updating such description.
All reports or other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
ITEM 4. DESCRIPTION OF SECURITIES.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Hughes & Luce, L.L.P., Dallas, Texas has given an opinion as to the
validity of the Common Stock being offered hereby. As of December 11, 1995,
members of Hughes & Luce, L.L.P. owned a total of approximately 205,000 shares
of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Texas Business Corporation Act, the Registrant's
Articles of Incorporation provide that directors of the Registrant shall not be
personally liable to the Registrant or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the Registrant or its shareholders, (ii)
any act or omission not in good faith or which involves intentional misconduct
or a knowing violation of law, (iii) any transaction from which the director
derived any improper personal benefit, (iv) any act or omission where the
liability of the director is expressly provided by statute, or (v) any act
related to an unlawful stock repurchase or payment of a dividend. In addition,
the Registrant's Articles of Incorporation and Bylaws include certain provisions
permitted by the Texas Business Corporation Act whereby directors, officers,
employees, and agents of the Registrant generally are to be indemnified against
certain liabilities to the fullest extent authorized by the Texas Business
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-7 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of the
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on December 14, 1995.
By: /s/ G. RUSSELL MORTENSON
G. Russell Mortenson
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints G. Russell Mortenson and Steve M.
York, and each of them acting individually, as his true and lawful attorneys-in-
fact and agents, with full power of substitution, for and in the name, place and
stead of the undersigned, in any and all capacities to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933, any and all
amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby or the transactions contemplated herein.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ G. RUSSELL MORTENSON President and Chief December 14, 1995
- ------------------------ Executive Officer and
(G. Russell Mortenson) Director
/s/ STEVE M. YORK Senior Vice President, December 14, 1995
- ------------------------ Chief Financial Officer,
(Steve M. York) and Treasurer (Principal
Financial and Accounting
________________________ Director December __, 1995
(Gary J. Fernandes)
/s/ ROBERT M. GINTEL Director December 14, 1995
(Robert M. Gintel)
/s/ ELMER W. JOHNSON Director December 14, 1995
(Elmer W. Johnson)
/s/ DR. JEREMY A. LANDT Director December 14, 1995
(Dr. Jeremy A. Landt)
/s/ JAMES S. MARSTON Director December 14, 1995
(James S. Marston)
/s/ ANTONIO R. SANCHEZ, JR. Director December 14, 1995
(Antonio R. Sanchez, Jr.)
INDEX TO EXHIBITS
Number Description Page
- ------ ----------- ------------
4.1 Articles of Incorporation of the Registrant, --
together with all amendments thereto. Filed
under exhibit number 3.1 in the Registrant's
Registration Statement on Form S-1 (Commission
No. 33 - 46398) and incorporated herein by
4.2 Restated and Amended Bylaws of the Registrant, --
dated January 24, 1995, filed as Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, and
incorporated herein by reference.
* 5.1 Opinion of Hughes & Luce, L.L.P. as to the
validity of the securities being registered.
23.1 Consent of Hughes & Luce, L.L.P. (included --
in its opinion filed as Exhibit 5.1).
*23.2 Consent of Ernst & Young LLP.
24.1 Power of attorney (included in Part II of --
this Registration Statement).
COMMON STOCK, $.01 PAR VALUE 500,000 SHARES $5.22 $2,608,718.75 $899.56
[HUGHES & LUCE, L.L.P. LETTERHEAD APPEARS HERE]
December 13, 1995
17304 Preston Road
Dallas, Texas 75252
Ladies and Gentlemen:
We have acted as special counsel to Amtech Corporation, a Texas corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 500,000 shares of the Company's common stock,
par value $.01 per share (the "Common Stock"), issuable pursuant to grants of
restricted stock, performance shares, stock unit awards, or other stock-based
compensation ("Incentive Grants") or upon exercise of options ("Options")
granted under the Amtech Corporation 1995 Long-Term Incentive Plan (the "Plan"),
referenced in the Registration Statement of the Company on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission.
In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth herein. In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized or certified copies.
Based on the foregoing, we are of the opinion that such shares of Common
Stock issuable pursuant to Incentive Grants or upon exercise of options granted
under the Plan have been duly authorized and, if and when issued and paid for in
full in accordance with their terms and the Plan, will be validly issued, fully
paid and nonassessable.
This opinion may be filed as an exhibit to the Registration Statement. We
also consent to the reference to this firm as having passed on the validity of
such shares of Common Stock under Item 5 of Part II of the Registration
Statement. In giving this consent, we do not admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder. We also call to your attention the fact that members of this firm
own a total of approximately 205,000 shares of Common Stock.
Very truly yours,
/s/ Hughes & Luce, L.L.P.
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 dated December 15, 1995) pertaining to the Amtech Corporation 1995 Long-Term
Incentive Plan of our report dated February 15, 1995, with respect to the
consolidated financial statements of Amtech Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
December 15, 1995